UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2023~~2024

☐	TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 000-54817

DIGITAL LOCATIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-5451302
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation organization)		(I.R.S. Employer Identification No.)

1117 State Street, Santa Barbara, California 93101

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (805) 456-7000

~~The Registrant does not have any securities~~ Securities registered pursuant to Section 12(b) of the ~~Exchange~~ Act.:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of registrant’s common stock outstanding, as of ~~November~~May 19, ~~2023~~2024 was 733,766,705.

DIGITAL LOCATIONS, INC.

INDEX

PART I: FINANCIAL INFORMATION		3
ITEM 1	FINANCIAL STATEMENTS (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Stockholders’ Deficit	5
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25
ITEM 4	CONTROLS AND PROCEDURES	25
PART II: OTHER INFORMATION		26
ITEM 1	LEGAL PROCEEDINGS	26
ITEM 1A	RISK FACTORS	26
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	26
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	26
ITEM 4	MINE SAFETY DISCLOSURES	26
ITEM 5	OTHER INFORMATION	26
ITEM 6	EXHIBITS	27
SIGNATURES		28

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DIGITAL LOCATIONS, INC. AND SUBSIDIARY

Condensed Consolidated Balance Sheets

	September 30, 2023			December 31, 2022
	March 31,			December 31,
	2024			2023
	(Unaudited)
ASSETS
Current assets:
Cash	$	3349,~~316~~360		$	3144,~~113~~104
Total current assets		3349,~~316~~360			3144,~~113~~104
Other assets:
Deposits		500			500
Intangible assets, net		43,500			64,000
Total assets	$	3853,~~316~~360		$	3748,~~613~~604
LIABILITIES, MEZZANINE AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	~~140~~132,~~531~~993		$	~~113~~124,~~187~~342
Accounts payable – related party		-			10,000
Accrued expenses and other current liabilities		1,230			937
Accounts payable
Accrued interest, notes payable		101,457			78,654
Accrued expenses and other current liabilities		1,848			3,729
Derivative liabilities		8,244,819			2,166,112
Accrued interest, notes payable		63,159			53,212
Derivative liabilities		719,263			1,233,679
Convertible note payable, in default		29,500			29,500
Convertible notes payable – related parties ($25,980 in default)		58,600			58,600
Convertible notes payable, net of discount of $230,855 and $22,834, at September 30, 2023 and December 31, 2022, respectively		39,145			15,916
Convertible notes payable, net of discount of $424,606 and $661,190 at March 31, 2024 and December 31, 2023, respectively		440,810			199,394
Convertible notes payable		440,810			199,394
Total current liabilities		19,~~052~~009,~~046~~409			12,~~517~~657,~~823~~539
Long-term liabilities – convertible notes payable, net of discount of $451,260 and $600,767, at September 30, 2023 and December 31, 2022, respectively		548,740			399,233
Long-term liabilities – convertible notes payable, net of discount of $551,479 and $400,876, at March 31, 2024 and December 31, 2023, respectively		648,960			599,124
Total liabilities		19,~~600~~658,~~786~~369			13,~~917~~256,~~056~~663
Mezzanine:
Preferred stock, $0.001 par value; stated value $100; 20,000,000 shares authorized:
Series B, 14,241 shares issued and outstanding at September 30, 2023 and December 31, 2022		1,424,100			1,424,100
Series B, 14,241 shares issued and outstanding at March 31, 2024 and December 31, 2023		1,424,100			1,424,100
Series E, 45,000 and 40,600 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		4,500,000			4,060,000
Series E, 45,000 shares issued and outstanding at March 31, 2024 and December 31, 2023		4,500,000			4,500,000
Temporary equity, value		4,500,000			4,500,000
Stockholders’ deficit:
Common stock, $0.001 par value; 2,000,000,000 shares authorized, 733,766,705 and 604,150,321 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		733,767			604,150
Common stock, $0.001 par value; 2,000,000,000 shares authorized, 733,766,705 shares issued and outstanding at March 31, 2024 and December 31, 2023		733,767			733,767
Additional paid-in capital		4445,~~375~~380,~~226~~367			4245,~~196~~021,~~857~~818
Accumulated deficit		(5261,~~595~~643,~~563~~243	)		(5054,~~164~~887,~~550~~744	)
Total stockholders’ deficit		(715,~~486~~529,~~570~~109	)		(79,~~363~~132,~~543~~159	)
Total liabilities, mezzanine and stockholders’ deficit	$	3853,~~316~~360		$	3748,~~613~~604

See accompanying notes to condensed consolidated financial statements

Table of Contents

DIGITAL LOCATIONS, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Operations

(Unaudited)

	2023			2022			2023			2022
	Three Months Ended March 31,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023
	2023			2022			2023			2022
Revenues	$	-		$	4,972
Revenues	$	3,393		$	4,872		$	16,373		$	16,398
Operating expenses:
Operating expenses:
General and administrative		836,596			937,860
General and administrative		960,128			901,592			2,973,055			2,773,685
Depreciation and amortization		500			500
Depreciation and amortization		500			500			1,500			1,500
Total operating expenses		837,096			938,360
Total operating expenses		960,628			902,092			2,974,555			2,775,185
Loss from operations		(837,096	)		(933,388	)
Loss from operations		(957,235	)		(897,220	)		(2,958,182	)		(2,758,787	)
Other income (expense):
Other income (expense):
Interest expense		(1,449,100	)		(75,881	)
Interest expense		(369,509	)		(110,426	)		(498,516	)		(419,862	)
Gain (loss) on change in derivative liabilities		(4,469,303	)		1,202,921
Gain on forgiveness of debt		-			-			-			6,034
Total other income (expense)		(5,918,403	)		1,127,040
Gain (loss) on change in derivative liabilities		(29,929	)		366,516			1,025,685			4,556,954
Income before income taxes		(6,755,499	)		193,652
Total other income (expense)		(399,438	)		256,090			527,169			4,143,126
Provision for income taxes		-			-
Income (loss) before income taxes		(1,356,673	)		(641,130	)		(2,431,013	)		1,384,339
Net income (loss)	$	(6,755,499	)	$	193,652
Provision for income taxes		-			-			-			-
Weighted average number of common shares outstanding:
Net income (loss)	$	(1,356,673	)	$	(641,130	)	$	(2,431,013	)	$	1,384,339
Basic		733,766,705			631,933,083
Weighted average number of common shares outstanding:
Diluted		733,766,705			4,550,396,166
Basic		733,766,705			489,742,350			700,195,180			388,527,788
Net income (loss) per common share:
Diluted		733,766,705			489,742,350			700,195,180			4,099,936,067
Basic	$	(0.01	)	$	0.00
Net income per common share:
Diluted	$	(0.01	)	$	0.00
Basic	$	(0.0018	)	$	(0.0013	)	$	(0.0035	)	$	0.0036
Diluted	$	(0.0018	)	$	(0.0013	)	$	(0.0035	)	$	0.0000

See accompanying notes to condensed consolidated financial statements

Table of Contents

DIGITAL LOCATIONS, INC. AND SUBSIDIARY

Condensed Consolidated Statement of Stockholders’ Deficit

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2023~~2024 (Unaudited)

	Shares		Amount			Shares		Amount			Shares		Amount		Capital			Deficit			Total
	Series B Preferred Stock					Series E Preferred Stock					Common Stock				Additional Paid-in			Accumulated
	Shares		Amount			Shares		Amount			Shares		Amount		Capital			Deficit			Total
Balance, December 31, 2022		14,421	$	1,424,100	-		40,600	$	4,060,000	-		604,150,321	$	604,150	$	42,196,857		$	(50,164,550	)	$	(7,363,543	)
Balance, December 31, 2023		14,241	$	1,424,100			45,000	$	4,500,000			733,766,705	$	733,767	$	45,021,818		$	(54,887,744	)	$	(9,132,159	)
Balance, December 31, 2022		14,421	$	1,424,100			40,600	$	4,060,000			604,150,321	$	604,150	$	42,196,857		$	(50,164,550	)	$	(7,363,543	)
Vesting of consultant stock options		-		-			-		-			-		-		358,549			-			358,549
Issuance of common stock for conversion of notes payable and accrued interest payable		-		-			-		-			129,616,384		129,617		(88,646	)		-			40,971
Net income		-		-			-		-			-		-		-			(6,755,499	)		(6,755,499	)
Issuance of Series E preferred stock for cash		-		-			1,720		172,000			-		-		-			-			-
Balance, March 31, 2024		14,241	$	1,424,100			45,000	$	4,500,000			733,766,705	$	733,767	$	45,380,367		$	(61,643,244	)	$	(15,529,109	)
Vesting of consultant stock options		-		-			-		-			-		-		745,448			-			745,448
Settlement of derivative liabilities		-		-			-		-			-		-		30,758			-			30,758
Net income		-		-	-		-		-	-		-		-		-			193,652			193,652
Balance, March 31, 2023		14,241		1,424,100	-		42,320		4,232,000	-		733,766,705		733,767		42,884,417			(49,970,898	)		(6,352,714	)
Balance, March 31, 2023		14,241		1,424,100			42,320		4,232,000			733,766,705		733,767		42,884,417			(49,970,898	)		(6,352,714	)
Issuance of Series E preferred stock for cash		-		-			1,900		190,000			-		-		-			-			-
Vesting of consultant stock options		-		-			-		-			-		-		741,156			-			741,156
Net loss		-		-	-		-		-	-		-		-		-			(1,267,992	)		(1,267,992	)
Balance, June 30, 2023		14,241		1,424,100	-		44,220		4,422,000	-		733,766,705		733,767		43,625,573			(51,238,890	)		(6,879,550	)
Balance, June 30, 2023		14,241		1,424,100			44,220		4,422,000			733,766,705		733,767		43,625,573			(51,238,890	)		(6,879,550	)
Issuance of Series E preferred stock for cash		-		-			780		78,000			-		-		-			-			-
Vesting of consultant stock options		-		-			-		-			-		-		749,653			-			749,653
Net loss		-		-	-		-		-	-		-		-		-			(1,356,673	)		(1,356,673	)
Balance, September 30, 2023		14,241	$	1,424,100	-		45,000	$	4,500,000	-		733,766,705	$	733,767	$	44,375,226		$	(52,595,563	)	$	(7,486,570	)
Balance, September 30, 2023		14,241	$	1,424,100			45,000	$	4,500,000			733,766,705	$	733,767	$	44,375,226		$	(52,595,563	)	$	(7,486,570	)

See accompanying notes to condensed consolidated financial statement

Table of Contents

DIGITAL LOCATIONS, INC. AND SUBSIDIARY

Condensed Consolidated Statement of Stockholders’ Deficit

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2022~~2023 (Unaudited)

	Series B Preferred Stock							Series E Preferred Stock					Common Stock						Additional Paid-in			Accumulated
	Shares			Amount				Shares		Amount			Shares			Amount			Capital			Deficit			Total
Balance, December 31, 2021		14,462		$	1,446,200		-		35,400	$	3,540,000	-		276,383,093		$	276,383		$	39,412,236		$	(51,133,564	)	$	(11,444,945	)
Balance, December 31, 2022		14,241		$	1,424,100				40,600	$	4,060,000			604,150,321		$	604,150		$	42,196,857		$	(50,164,550	)	$	(7,363,543	)
Balance, December 31, 2021		14,462		$	1,446,200				35,400	$	3,540,000			276,383,093		$	276,383		$	39,412,236		$	(51,133,564	)	$	(11,444,945	)
Balance		14,241		$	1,424,100				40,600	$	4,060,000			604,150,321		$	604,150		$	42,196,857		$	(50,164,550	)	$	(7,363,543	)
Issuance of common stock for conversion of Series B preferred stock		(221	)		(22,100	)			-		-			14,733,333			14,734			7,366			-			22,100
Issuance of common stock for conversion of notes payable and accrued interest payable		-			-				-		-			129,616,384			129,617			(88,646	)		-			40,971
Issuance of common stock for conversion of Series B preferred stock		(221	)		(22,100	)			-		-			14,733,333			14,734			7,366			-			22,100
Issuance of Series E preferred stock for cash		-			-				1,720		172,000			-			-			-			-			-
Issuance of common stock for conversion of notes payable and accrued interest payable		-			-				-		-			32,941,380			32,941			59,809			-			92,750
Vesting of consultant stock options		-			-				-		-			-			-			745,448			-			745,448
Issuance of common stock for services		-			-				-		-			4,000,000			4,000			16,000			-			20,000
Settlement of derivative liabilities		-			-				-		-			-			-			30,758			-			30,758
Issuance of Series E preferred stock for cash		-			-				1,200		120,000			-			-			-			-			-
Net income		-			-				-		-			-			-			-			193,652			193,652
Issuance of consultant stock options		-			-				-		-			-			-			(545,462	)		-			(545,462	)
Balance, March 31, 2023		14,241		$	1,424,100				42,320	$	4,232,000			733,766,705		$	733,767		$	42,884,417		$	(49,970,898	)	$	(6,352,714	)
Vesting of consultant stock options		-			-				-		-			-			-			736,915			-			736,915
Balance		14,241		$	1,424,100				42,320	$	4,232,000			733,766,705		$	733,767		$	42,884,417		$	(49,970,898	)	$	(6,352,714	)
Settlement of derivative liabilities		-			-				-		-			-			-			66,341			-			66,341
Net income		-			-		-		-		-	-		-			-			-			372,002			372,002
Balance, March 31, 2022		14,241			1,424,100		-		36,600		3,660,000	-		328,057,806			328,058			39,753,205			(50,761,562	)		10,680,299
Balance, March 31, 2022		14,241			1,424,100				36,600		3,660,000			328,057,806			328,058			39,753,205			(50,761,562	)		10,680,299
Issuance of common stock for conversion of notes payable and accrued interest payable		-			-				-		-			111,185,856			111,186			27,939			-			139,125
Issuance of Series E preferred stock for cash		-			-				950		95,500			-			-			-			-			-
Vesting of consultant stock options		-			-				-		-			-			-			752,097			-			752,097
Settlement of derivative liabilities		-			-				-		-			-			-			100,500			-			100,500
Net income		-			-		-		-		-	-		-			-			-			1,653,467			1,653,467
Balance, June 30, 2022		14,241			1,424,100		-		37,550		3,755,000	-		439,243,662			439,244			40,633,741			(49,108,095	)		(8,035,110	)
Balance, June 30, 2022		14,241			1,424,100				37,550		3,755,000			439,243,662			439,244			40,633,741			(49,108,095	)		(8,035,110	)
Issuance of common stock for conversion of notes payable and accrued interest payable		-			-				-		-			90,290,619			90,290			(3,116	)		-			87,174
Common shares cancelled		-			-				-		-			(3,845,211	)		(3,845	)		3,845			-			-
Issuance of Series E preferred stock for cash		-			-				1,350		134,500			-			-			-			-			-
Vesting of consultant stock options		-			-				-		-			-			-			752,124			-			752,124
Settlement of derivative liabilities		-			-				-		-			-			-			63,345			-			63,345
Net loss		-			-				-		-			-			-			-			(641,130	)		(641,130	)
Net income loss		-			-		-		-		-	-		-			-			-			(641,130	)		(641,130	)
Balance, September 30, 2022		14,241		$	1,424,100		-		38,900	$	3,890,000	-		525,689,070		$	525,689		$	41,449,939		$	(49,749,225	)	$	(7,773,597	)
Balance, September 30, 2022		14,241		$	1,424,100				38,900	$	3,890,000			525,689,070		$	525,689		$	41,449,939		$	(49,749,225	)	$	(7,773,597	)

See accompanying notes to condensed consolidated financial ~~statements~~statement

Table of Contents

DIGITAL LOCATIONS, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	2023			2022
	Three Months Ended March 31,
	Nine Months Ended September 30,
	2024			2023
	2023			2022
Cash flows from operating activities:
Net income (loss)	$	(2,431,013	)	$	1,384,339
Net income	$	(6,755,499	)	$	193,652
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		1,500			1,500
Amortization of debt discount to interest expense		~~211~~291,~~486~~252			~~397~~72,~~021~~122
Financing fees		~~272~~1,~~027~~134,404			-
Gain on change in derivative liabilities		(1,025,685	)		(4,556,954	)
Gain (loss) on change in derivative liabilities		4,469,303			(1,202,921	)
Common stock issued for services		-			20,000
Stock option compensation		358,549			745,448
Stock option compensation		2,236,257			2,241,136
Loss on extinguishment of debt		-			(6,034	)
Changes in assets and liabilities:
Increase (decrease) in:
Accounts payable		278,~~344~~651			68,~~084~~868
Accounts payable – related party		(10,000	)		(10,000	)
Accrued expenses		293			(506	)
Accrued expenses		(1,881	)		620
Accrued interest, notes payable		22,803			2,625
Accrued interest, notes payable		12,168			17,979
Net cash used in operating activities		(469,744	)		(180,212	)
Net cash used in operating activities		(707,797	)		(504,309	)
Cash flows from investing activities:		-			-
Cash flows from investing activities:
Increase in deposits		-			(500	)
Net cash used in investing activities		-			(500	)
Cash flows from financing activities:
Proceeds from convertible notes payable		~~270~~475,000			~~150,000~~-
Proceeds from the issuance of Series E preferred stock		~~440,000~~-			~~350~~172,000
Repayment of convertible notes payable		-			(40,395	)
Net cash provided by financing activities		475,000			172,000
Net cash provided by financing activities		710,000			459,605
Net increase (decrease) in cash		5,256			(8,212	)
Net increase (decrease) in cash		2,203			(45,204	)
Cash, beginning of period		44,104			31,113
Cash, beginning of period		31,113			68,366
Cash, end of period	$	49,360		$	22,901
Cash, end of period	$	33,316		$	23,162
Supplemental Disclosure:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	~~4,862~~-
Non-cash financing and investing activities:		$			$
Common shares issued in conversion of debt	$	~~40,971~~-		$	~~319~~40,~~049~~971
Settlement of derivative liabilities	$	~~30,758~~-		$	~~230~~30,~~186~~758
Debt discount for derivative liabilities	$	~~270~~475,000		$	~~680,474~~-
Common shares issued in conversion of Series B preferred stock	$	-		$	22,100
Derivative liability for consultant stock options		-			545,462
Common shares cancelled					3,845

See accompanying notes to condensed consolidated financial statements

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DIGITAL LOCATIONS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2023~~2024

(Unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION

Organization

Digital Locations, Inc. (the “Company”) was incorporated in the State of Nevada on August 25, 2006 as Zingerang, Inc. On April 2, 2007, the Company changed its name to Carbon Sciences, Inc. and on November 14, 2017, the Company changed its name to Digital Locations, Inc.

On January 7, 2021, the Company, SmallCellSite.com LLC, a Virginia limited liability company (“SCS LLC”) and SmallCellSite, Inc., a newly formed Nevada corporation and wholly owned subsidiary of the Company (“SCS”) entered into an asset purchase agreement (“APA”) to acquire SCS LLC’s wireless communications marketing and database services business. SCS LLC is a source of more than 80,000 cell sites offered by property owners for use by wireless network operators.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2023~~2024. For further information refer to the financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, ~~2022~~2023.

Going Concern

The accompanying financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. As of ~~September~~March 3031, ~~2023~~2024, our current liabilities exceeded our current and total assets by $18,~~018~~960,~~730~~049 and we had an accumulated deficit of $5261,~~595~~643,~~563~~243. The Company currently does not have the cash resources to meet its operating commitments for the next twelve months and expects to have ongoing requirements for capital investment or debt to implement its business plan. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern for a reasonable period of time.

The ability of the Company to continue as a going concern is dependent upon, among other things, raising additional capital. The Company has obtained operating funds primarily from the issuance of convertible debt. Management believes this funding will continue and will provide the additional cash needed to meet the Company’s obligations as they become due. There can be no assurance, however, that the Company will be successful in accomplishing its objectives. Without such additional capital we may be required to cease operations. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies of the Company are disclosed in Note 2 to the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2029, 2023. The following summary of significant accounting policies of the Company is presented to assist in understanding the Company’s interim financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment and intangible assets, operating lease obligations, impairment of assets, the deferred tax valuation allowance, the fair value of stock options and derivative liabilities. Actual results could differ from those estimates.

Consolidation

The accompanying consolidated financial statements include the accounts of the Company and of SCS, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Intangible Assets

The identifiable intangible assets acquired in the SCS acquisition are amortized using the straight-line method over an estimated life of 5 years.

Derivative Liabilities

We have identified the conversion features of ~~some of~~ our convertible notes payable asand ~~derivatives~~certain ~~due~~stock tooptions ~~their~~as ~~variable conversion price~~derivatives. Where the number of common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional options, convertible debt isand equity are included in the value of the derivatives. We estimate the fair value of the ~~derivatives~~ derivatives using athe Black-Scholes pricing model and/or a multinomial lattice model based on projections of various potential future outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, ~~interest~~ interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the Company had the following activity in its derivative liabilities account:

	Convertible Notes Payable			Stock Options			Total
Derivative liabilities as of December 31, 2023	$	2,166,112
Derivative liabilities as of December 31, 2022	$	740,157		$	493,522		$	1,233,679
Addition to liabilities for new debt/shares issued		1,609,404
Derivative liabilities	$	740,157		$	493,522		$	1,233,679
Change in fair value		4,469,303
Addition to liabilities for new debt/shares issued		542,027			-			542,027
Derivative liabilities as of March 31, 2024	$	8,244,819
Elimination of liabilities in debt conversions		(30,758	)		-			(30,758	)
Change in fair value		(532,163	)		(493,522	)		(1,025,685	)
Derivative liabilities as of September 30, 2023	$	719,263		$	-		$	719,263
Derivative liabilities	$	719,263		$	-		$	719,263

The significant assumptions used in the valuation of the derivative liabilities as of and during the ~~nine~~three months ending ~~September~~March 3031, ~~2023 are~~2024 are as follows:

Expected life	0.2534 – 21.2676 years
Risk free interest rates	54.0359% - 5.5542	%
Expected volatility	~~214~~222% - ~~248~~265	%

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Fair Value of Financial Instruments

Disclosures about fair value of financial instruments, require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, we believe the amounts reported ~~for~~ for cash, accounts payable, accounts payable – related party, accrued expenses and other current liabilities, accrued interest, ~~notes~~ notes payable and certain notes payable approximate fair value because of their short maturities.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASC”) Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~We measure~~● ~~certain~~Level ~~financial~~2, ~~instruments~~defined atas ~~fair~~inputs ~~value~~other onthan aquoted ~~recurring~~prices ~~basis.~~in Asactive ofmarkets ~~December~~that ~~31,~~are ~~2022~~either ~~and~~directly ~~September~~or ~~30,~~indirectly ~~2023,~~observable wesuch ~~had~~as ~~the following~~quoted ~~liabilities~~prices ~~measured~~for atsimilar ~~fair~~instruments ~~value:~~in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments at fair value on a recurring basis. As of December 31, 2023 and March 31, 2024, we had the following liabilities measured at fair value:

Total

Level 1

Level 2

Level 3

December 31, 2022:

December 31, 2023:

Derivative liabilities

12,~~233~~166,~~679~~112

Total liabilities measured at fair value

12,~~233~~166,~~679~~112

September 30, 2023:

March 31, 2024:

Derivative liabilities

~~719~~8,~~263~~244,819

Total liabilities measured at fair value

~~719~~8,~~263~~244,819

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Revenue Recognition

We have adopted Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) pursuant to which revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

	●	identification of the contract, or contracts, with a customer;
	●	identification of the performance obligations in the contract;
	●	determination of the transaction price;
	●	allocation of the transaction price to the performance obligations in the contract; and
	●	recognition of revenue when, or as, we satisfy a performance obligation.

Through its wholly owned subsidiary, the Company acts as an intermediary or agent to facilitate a platform through which property owners market billboards to wireless telephone carriers for placement of wireless communications network equipment. Contracts have been signed among the Company, the property owner, and the wireless telephone operator. Monthly payments are received by the Company from the wireless carriers, with the Company paying the property owner a percentage of revenues ranging from 70% to 85%. The net amount is retained by the Company as consideration for its intermediary services and recorded as revenues in the accompanying statements of operations.

Lease Accounting

Pursuant to the underlying contracts, the Company does not own the property and equipment which is leased by the cell phone carriers but acts as an intermediary or agent between the property owner and the cell phone carriers. Therefore, in accordance with ASC ~~842~~Topics 840 and 841, “Leases,” the Company records revenues net of amounts received from cell phone carriers and payments made to property owners.

Concentrations of Credit Risk, Major Customers, and Major Vendors

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, the Company received payments from two cell phone carriers, with one carrier ~~representing~~ representing substantially all payments.

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, the Company had one landlord receiving all Company payments for lease of billboard site locations.

Income (Loss) per Share

Basic net income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options to acquire common stock, using the treasury stock method and the average market price per share during the period, and shares issuable upon exercise of convertible notes payable.

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Basic weighted average number of common shares outstanding is reconciled to diluted weighted average number of common shares outstanding as follows:

	Nine Months Ended September 30, 2022
	Three Months Ended March 31, 2023
Basic weighted average number of shares		~~388~~631,~~527~~933,~~788~~083
Dilutive effect of:
Series B preferred stock		949,400,000
Series E preferred stock		2,~~593~~821,333,333
Preferred stock		2,~~593~~821,333,333
Convertible notes payable		~~168~~147,~~674~~729,~~946~~750
Diluted weighted average number of shares		4,~~099~~550,~~936~~396,~~067~~166

For the three months ended ~~September~~March 3031, ~~2022 and for the three and nine months ended September 30~~2024, ~~2023,~~ potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per share is the same as diluted net loss per share. Potential dilutive securities were as follows:

	Three Months Ended September 30, 2022		Three and Nine Months Ended September 30, 2023
	Three Months Ended March 31, 2024
Series B preferred stock		949,400,000		~~949,400,000~~
Series E preferred stock		23,~~593~~000,~~333~~000,~~333~~000		~~3,000,000,000~~
Convertible notes payable		~~168~~3,~~674~~422,~~946~~437,045		~~812,585,658~~
Total		37,~~711~~371,~~408~~837,~~279~~045		~~4,761,985,658~~

Stock-Based Compensation

Stock-based compensation is measured at the grant date based on the value of the award granted using either the Black-Scholes option pricing model or a multinomial lattice model based on projections of various potential future outcomes and recognized over the period in which the award vests or straight-line. For stock awards no longer expected to vest, any previously recognized stock compensation expense is reversed in the period of termination. The stock-based compensation expense is included in general and administrative expenses.

Recently Issued Accounting Pronouncements

There were no new accounting pronouncements issued by the FASB during the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and through the date of filing of this report that the Company believes will have a material impact on its financial statements.

Reclassifications

Certain amounts in the condensed consolidated financial statements for the prior year periods have been reclassified to conform to the presentation for the current year periods.

3. CONVERTIBLE NOTES PAYABLE

Convertible Promissory Note – $29,500 in Default

On March 14, 2013, we entered into an agreement to issue a 5% convertible promissory note in the principal amount of $29,500, which is convertible into shares of our common stock at a conversion price equal to the lesser of $1.50 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. The note, with a principal balance of $29,500 as of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, matured on March 14, 2015, and is currently in default.

Convertible Promissory Notes – Related Parties of $58,600

On December 31, 2012, we issued 5% convertible promissory notes to two employees in exchange for services rendered in the aggregate amount of $58,600. The notes are convertible into shares of our common stock at a conversion price equal to the lesser of $2.00 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. We recorded a total debt discount of $57,050 related to the conversion feature of the notes, which has been fully amortized to interest expense, along with a derivative liability at inception. One of the notes with a principal balance of $25,980 as of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023 matured on December 31, 2014 and is currently in default. The maturity date of a second note with a principal balance of $32,620 as of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023 has been extended to December 31, ~~2023~~2024.

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~~August~~Convertible ~~24,~~Notes ~~2022~~Payable ~~Convertible~~of ~~Promissory Note -~~ $38440,~~750~~810

~~Effective~~On ~~August~~June 2420, ~~2022~~2023, the Company entered into a 1210% ~~convertible~~ note ~~with an institutional investor~~ in the principal amount of $38135,~~750~~000 with a maturity date of ~~August~~June 2420, ~~2023~~2024 to fund their operations. ~~The~~On July 31, 2023, the Company ~~received~~entered ~~net~~into ~~proceeds~~a of10% convertible note with a principal sum up to $35500,000 ~~after~~which ~~payment~~replaced the ofJune $320,~~750~~ in2023 ~~legal~~note ~~fees~~ and ~~fees~~the to$135,000 became the ~~lender.~~ ~~The~~initial ~~lender,~~funding atunder ~~its~~the ~~option~~new ~~after~~note. ~~180~~Under ~~days~~the ~~from~~convertible note the ~~issuance~~lender ofmay pay additional consideration to the ~~note,~~Company ~~may~~up ~~convert~~to the ~~unpaid~~$500,000 principal and through December 31, 2023 an additional $365,000 of funding was provided, resulting in a balance of $500,000 ~~and~~worth ~~accrued interest~~of onprincipal due as of December 31, 2023. The maturity date of the convertible note ~~into~~is ~~shares~~July of31, 2024 and the ~~Company’s~~note ~~common~~is ~~stock~~convertible at the lesser of (a) ~~45%~~$0.002 ~~discount~~per ~~from~~share of Common Stock or (b) Fifty Percent (50%) of the lowest ~~trading~~trade price ~~during~~of ~~the~~Common 20Stock ~~trading days~~recorded ~~prior~~on toany ~~conversion.~~trade ~~The~~day ~~Company~~after ~~may~~the ~~prepay~~Effective ~~the~~Date, ~~note~~or ~~during~~(c) the ~~180~~lowest ~~days~~effective ~~from~~price ~~the~~per ~~issuance~~share granted ofto any person or entity, including the ~~note~~Lender atbut aexcluding ~~redemption~~officers ~~premium~~and directors of ~~150%.~~ ~~After~~the Borrower, after the ~~expiration~~Effective ofDate to ~~180~~acquire ~~days~~Common ~~after~~Stock. ~~issuance~~Therefore, the ~~Company~~conversion feature has nobeen ~~right~~recorded ofas ~~prepayment~~a derivative liability (see Note 2). WeThe ~~recorded~~note was discounted to a ~~debt~~principal ~~discount~~balance of $~~35,316 related~~0 toand ~~the~~a ~~conversion~~debt ~~feature~~discount ofequal to the ~~note,~~principal ~~along~~amount ~~with~~borrowed awas ~~derivative~~recorded ~~liability~~ at ~~inception~~each date of funding. ~~During~~Amortization of the ~~nine~~discount ~~months~~to ~~ended~~interest ~~September 30,~~expense ~~2023~~was $174,456 weduring ~~issued~~ the ~~lender~~year ~~shares~~ended ofDecember ~~our~~31, ~~common~~2023, ~~stock~~resulting in ~~consideration~~a ~~for~~debt ~~the~~discount ~~conversion~~of $325,544 as of ~~principal~~December 31, 2023. As of ~~$38~~December 31,~~750~~ 2023 principal and accrued interest of on the note was $2500,~~221~~000 and $17,566, ~~extinguishing~~respectively. During the ~~debt~~three inmonths ~~full.~~ended NoMarch ~~gain~~31, or2024 ~~loss~~amortization onof ~~extinguishment~~the debt discount of ~~debt~~$139,082 was ~~recorded~~recognized ~~since~~into ~~the~~interest ~~conversion~~expense, ~~was~~resulting ~~completed~~in ~~within~~a ~~the~~debt ~~terms~~discount of ~~the~~$186,462 ~~convertible~~as of March 31, 2024. As of March 31, 2024 principal and accrued interest on the note was $500,000 and $30,032, respectively.

~~Total~~On ~~accrued~~November ~~interest~~6, ~~payable~~2023, onthe ~~these~~Company ~~short-term~~entered into a 10% note with a principal sum up to $500,000 and received initial funding of $42,000. Under the convertible ~~notes~~note ~~payable~~the lender may pay additional consideration to the Company up to the $500,000 principal and through December 31, 2023 an additional $85,000 of funding was provided and during the three months ended March 31, 2024 an additional $52373,~~453~~000 of funding was provided. The maturity date of the convertible note is November 6, 2024 and the note is convertible at the lesser of (a) $450.001 per share of Common Stock or (b) Fifty Percent (50%) of the lowest trade price of Common Stock recorded on any trade day after the Effective Date,~~422~~ or (c) the lowest effective price per share granted to any person or entity, including the Lender but excluding officers and directors of the Borrower, after the Effective Date to acquire Common Stock. Therefore, the conversion feature has been recorded as a derivative liability (see Note 2). The note was discounted to a principal balance of ~~September~~$0 30and a debt discount equal to the principal amount borrowed was recorded at each date of funding. Amortization of the discount to interest expense was $10,460 during the year ended December 31, 2023, ~~and~~resulting in a debt discount of $102,062 as of December 31, 2023. As of December 31, 2023 principal and accrued interest on the note was $127,000 and $1,215, respectively. During the three months ended March 31, ~~2022~~2024 amortization of the debt discount of $97,025 was recognized into interest expense, resulting in a debt discount of $378,037 as of March 31, 2024. As of March 31, 2024 principal and accrued interest on the note was $500,000 and $9,481, respectively.

~~July~~On 31March 12, ~~2023~~2024, ~~Convertible~~the ~~Promissory~~Company ~~Note~~entered -into a 10% note with a principal sum up to $500,000 and received initial funding of $102,000. Under the convertible note the lender may pay additional consideration to the Company up to the $500,000 principal. The maturity date of the convertible note is March 12, 2025 and the note is convertible at the lesser of (a) $0.001 per share of Common Stock or (b) Fifty Percent (50%) of the lowest trade price of Common Stock recorded on any trade day after the Effective Date, or (c) the lowest effective price per share granted to any person or entity, including the Lender but excluding officers and directors of the Borrower, after the Effective Date to acquire Common Stock. Therefore, the conversion feature has been recorded as a derivative liability (see Note 2). The note was discounted to a principal balance of $0 and a debt discount equal to the principal amount borrowed was recorded at each date of funding. During the three months ended March 31, 2024 amortization of the debt discount of $5,310 was recognized into interest expense, resulting in a debt discount of $96,690 as of March 31, 2024. As of March 31, 2024 principal and accrued interest on the note was $102,000 and $0, respectively.

On June 20, 2023, the Company entered into a 10% note in the principal amount of $135,000 with a maturity date of June 20, 2024 to fund their operations. On July 31, 2023, the Company entered into a 10% convertible note with a principal sum up to $500,000 which replaced the June 20, 2023 note and the $135,000 became the initial funding under the new note. Under the convertible note the lender may pay additional consideration to the Company up to the $500,000 principal and through September 30, 2023 an additional $135,000 of funding was provided, resulting in a balance of $270,000 worth of principal due as of September 30, 2023. The maturity date of the convertible note is July 31, 2024 and the note is convertible at the lesser of (a) $0.002 per share of Common Stock or (b) Fifty Percent (50%) of the lowest trade price of Common Stock recorded on any trade day after the Effective Date, or (c) the lowest effective price per share granted to any person or entity, including the Lender but excluding officers and directors of the Borrower, after the Effective Date to acquire Common Stock. Therefore, the conversion feature has been recorded as a derivative liability (see Note 2). The note was discounted to a principal balance of $0 and a debt discount of $270,000 was recorded at inception. Amortization of the discount to interest expense was $39,145 during the nine months ended September 30, 2023, resulting in a debt discount of $230,855 as of September 30, 2023. As of September 30, 2023 accrued interest on the note was $5,379.

4. LONG-TERM CONVERTIBLE NOTES PAYABLE

On January 7, 2021, the Company issued two long-term convertible notes payable, each in the principal amount of $500,000, in conjunction with the business acquisition of SCS LLC. The notes bear interest at an annual rate of 0.39% and mature January 7, 2026. The notes were discounted to a principal balance of $0 and a debt discount of $1,000,000 was recorded at inception. Amortization of the discount to interest expense was $~~149~~199,~~507~~ 890 during the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2023, resulting in a debt discount of $~~451~~400,~~260~~876 as of December 31, 2023, therefore with a principal balance of $1,000,000 the notes had a net balance shown on the balance sheet of $599,124. Accrued interest on the notes was $11,689 as of ~~September~~December 3031, 2023. AsAmortization of the discount to interest expense was $49,836 ~~September~~during 30the three months ended March 31, ~~2023~~2024, ~~accrued~~resulting in a debt discount of $351,041 as of March 31, 2024, therefore with a principal balance of $1,000,000 the notes had a net balance shown on the balance sheet of $648,960. Accrued interest on the notes was $1012,~~706~~662 as of March 31, 2024.

At any time after December 31, 2021, each month, each holder of the ~~Assigned~~notes ~~Notes~~ may convert the principal amount of the ~~Assigned~~note ~~Note~~ into a number of shares of the Company’s common stock not exceeding 5% of the total trade volume of the Company’s common stock publicly reported for the previous calendar month at a conversion price of $0.013 per share. Each ~~Assigned~~note ~~Note~~ also imposes an overall limitation on the number of conversions to common stock that the holder may affect such that it prohibits the holder from beneficially owning more than 4.99% of the total issued and outstanding common stock of the Company at any time that the ~~Assigned~~note ~~Note~~ is outstanding. The conversion feature of the notes have been recorded as derivative liabilities (see Note 2).

5. MEZZANINE

Series B Preferred Stock

On March 2, 2016, the Company filed a Certificate of Designation for its Series B Preferred Stock (the “Series B Certificate”) with the Secretary of State of Nevada designating 30,000 shares of its authorized preferred stock as Series B Preferred Stock. The shares of Series B Preferred Stock have a par value of $0.001 per share.

The total face value of this entire series is three million dollars ($3,000,000). Each share of Series B Preferred Stock has a stated face value of $100, and effective April 2, 2021, is convertible into shares of fully paid and non-assessable shares of common stock of the Company at $0.0015 per share. The terms of the Series B Preferred Stock were amended effective March 31, 2021 to change the conversion price from a defined variable price to a fixed conversion price of $0.0015 per share.

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During the ~~nine~~three months ended ~~September~~March 3031, 2024 and 2023, the holder did not convert any shares of Series B Preferred Stock into shares of the ~~Company’s~~ ~~common stock. During the nine months ended September 30, 2022, the holder converted a total of 221 shares of Series B Preferred Stock valued at $22,100 into 14,733,333 shares of the~~ Company’s common stock. ~~There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the Series B Preferred Stock.~~

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company had 14,241 shares of Series B Preferred Stock outstanding, and recorded as mezzanine at face value of $1,424,100 due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company. These shares were originally issued in March 2016 for the redemption and cancellation of $1,615,362 of convertible promissory notes and $264,530 of accrued interest payable.

The holders of outstanding shares of the Series B Preferred Stock (the “Series B Holders”) are entitled to receive dividends pari passu with the holders of Common Stock, except upon a liquidation, dissolution and winding up of the Company, in which case the Series B Preferred Stock has a preference. Such dividends will be paid equally to all outstanding shares of Series B Preferred Stock and Common Stock, on an as-if-converted basis with respect to the Series B Preferred Stock. The Series B Holders may elect to use the most favorable conversion price for the purpose of determining the as-if-converted number of shares.

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Series B Holder shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, whether such assets are capital or surplus of any nature, an amount equal to $100 for each such share of the Series B Preferred Stock (as adjusted for any combinations, consolidations, stock distributions, stock splits or stock dividends with respect to such shares), plus all dividends, if any, declared and unpaid thereon as of the date of such distribution, before any payment is made or any assets distributed to the holders of the Common Stock. After such payment, the remaining assets of the Company will be distributed to the holders of Common Stock.

Series E Preferred Stock

Effective April 2, 2021, the Company filed a Certificate of Designation with the State of Nevada designating 45,000 shares of its authorized preferred stock as Series E Preferred Stock. The shares of Series E Preferred Stock have a par value of $0.001 per share and a stated face value of $100 per share. Holders of the Series E Preferred Stock have the right, at any time, to convert shares of Series E Preferred Stock into shares of Common Stock at a conversion price of $0.0015 per share.

On April 2, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor (the “Investor”), pursuant to which the Investor agreed to purchase up to 45,000 shares of the Company’s Series E Preferred Stock (the “Series E Preferred Stock”) at a purchase price of $100 per share. In accordance with the SPA, the Investor paid for 34,900 Series E Preferred Stock by surrendering to the Company for cancellation, $2,617,690 of principal, $826,566 of accrued interest, and $45,740 in fees through April 2, 2021 under various 10% convertible notes held by Investor.

As an inducement for the Investor entering into the SPA, the Company agreed that Investor will have the right, exercisable in its sole discretion, to purchase the remaining 10,100 of authorized shares of Series E Preferred Stock at a purchase price of $100 per share at any time until April 2, 2031. During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the Investor purchased ano ~~total of 4,400~~ shares of Series E Preferred ~~Stock~~ ~~for cash of $440,000 the stated value of the shares~~Stock. During the three ~~nine~~ months ended ~~September~~March 3031, ~~2022~~2023, the Investor purchased a total of 31,~~500~~720 ~~additional~~ shares of Series E Preferred Stock for cash of $~~350~~172,000, the stated ~~valued~~value of the shares. As of ~~September~~March 3031, ~~2023~~ 2024 and December 31, ~~2022~~2023, the Company had 45,000 ~~and 40,600~~ shares of Series E Preferred Stock outstanding, ~~respectively, recorded~~ recorded as mezzanine at face value $4,500,000 ~~and $4~~,~~060,000,~~ ~~respectively,~~ due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company.

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The holders of outstanding Series E Preferred Stock are entitled to receive dividends pari passu with the holders of common stock, except upon a liquidation, dissolution and winding up of the Company, in which case the Shares have a preference. Such dividends will be paid equally to all outstanding Series E Preferred Stock and common stock, on an as-if-converted basis with respect to the Series E Preferred Stock.

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Shares shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, whether such assets are capital or surplus of any nature, an amount equal to $100 for each such share (as adjusted for any combinations, consolidations, stock distributions, stock splits or stock dividends with respect to such shares), plus all dividends, if any, declared and unpaid thereon as of the date of such distribution, after the payment of any distributions that may be required with respect to the Company’s Series B Preferred Stock, but before any payment is made or any assets distributed to the holders of common stock. After such payment, the remaining assets of the Company will be distributed to the holders of common stock.

If the assets to be distributed to holders of the Series E Preferred Stock are insufficient to permit the receipt by such holders of the full preferential amounts, then all of such assets will be distributed among such holders ratably in accordance with the number of such shares then held by each such holder.

Each share of Series E Preferred Stock is convertible into shares of fully paid and non-assessable shares of common stock of the Company at a fixed conversion price of $0.0015 per share.

In no event will holders of Series E Preferred Stock be entitled to convert any such shares, such that upon conversion the sum of (1) the number of shares of common stock beneficially owned by the holder and its affiliates (other than shares of common stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Series E Preferred Stock or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to these limitations), and (2) the number of shares of common stock issuable upon the conversion of Shares, would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding shares of common stock. The limitations on conversion may be waived by the Holder upon, at the election of the holder of Shares, not less than 61 days prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the holder of Shares, as may be specified in such notice of waiver).

Except as required by law, holder of Series E Preferred Stock are not entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company, provided, however, each holder of outstanding Share will be entitled, on the same basis as holders of common stock, to receive notice of such action or meeting and so long as any Shares remain outstanding, the Company will not, without first obtaining the approval of the holders of at least a majority of the then outstanding Shares voting together as one class alter or change the rights, preferences or privileges of the Shares so as to affect materially and adversely such Shares.

6. ~~CAPITAL~~STOCKHOLDERS’ ~~STOCK~~DEFICIT

As of ~~September~~March 3031, ~~2023~~2024, the Company’s authorized stock consisted of 2,000,000,000 shares of common stock, with a par value of $0.001 per share. The Company is also authorized to issue 20,000,000 shares of preferred stock, with a par value of $0.001 per share. The rights, preferences and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares. See Note 5.

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Common Stock

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company had 733,766,705 ~~and 604,150,321~~ shares of common stock issued and outstanding~~, respectively~~.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2023,~~2024 ~~the~~no ~~Company issued a total of 129,616,384~~ shares of common stock ~~for~~were ~~the conversion of $38,750 of principal of convertible notes payable and accrued interest payable of $2,221~~issued. In connection with the convertible debt conversions, the Company reduced derivative liabilities by $30,758. There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the convertible notes.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, the Company issued a total of ~~253~~129,~~151~~616,~~188~~384 shares of common stock: ~~234,417,855 shares in consideration~~ for the conversion of $~~301~~38,~~250~~ 750 of principal of convertible notes payable and accrued interest payable of $172,~~799; 14,733,333 shares in the conversion of~~ 221 ~~shares of Series B preferred shares valued at $22,100 and 4,000,000 shares for services valued at $20,000~~. In connection with the convertible debt conversions, the Company reduced derivative liabilities by $~~230~~30,~~186~~750. There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the convertible notes.

7. STOCK OPTIONS

As of ~~September~~March 3031, ~~2023~~2024, the Board of Directors of the Company granted non-qualified stock options exercisable for a total of 904,177,778 ~~shares~~ shares of common stock to its officers, directors, and consultants.

The Company ~~issued~~did ~~684,000,000~~not issue any stock options during the ~~nine~~three months ended ~~September~~March 3031, 2024 and 2023.

We recognized stock option compensation expense of $~~749~~358,~~653~~549 and $~~752~~745,~~124~~448 for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022, respectively and $2,236,257 and $2,241,136 for the nine months ended September 30,~~ 2023 ~~and 2022~~, respectively. As of ~~September~~March 3031, ~~2023~~2024, we had unrecognized stock option compensation expense totaling $21,~~006~~001,~~577~~436.

A summary of the Company’s stock options and warrants as of ~~September~~March 3031, ~~2023~~2024, and changes during the ~~nine~~three months then ended is as as follows:

SCHEDULE OF STOCK OPTION AND WARRANTS

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2022		854,177,778		$	0.011		7.35
Outstanding at December 31, 2023		904,177,778		$	0.004		6.51
Granted		~~684,000,000~~-		$	~~0.001~~-
Exercised		-		$	-
Forfeited or expired		~~(634,000,000~~-	)	$	~~0.009~~-
Outstanding as of September 30, 2023		904,177,778		$	0.004		6.76	$	342,000
Outstanding as of March 31, 2024		904,177,778		$	0.004		6.27	$	1,504,800
Exercisable as of September 30, 2023		591,788,887		$	0.006		6.00	$	200,667
Exercisable as of March 31, 2024		722,733,325		$	0.005		5.83	$	1,133,122

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The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the closing price of our common stock of $0.~~0011~~0028 as of ~~September~~March 3031, ~~2023~~2024, which would have been received by the holders of in-the-money options and warrants had the ~~holders~~ holders exercised their options and warrants as of that date.

8. RELATED PARTY TRANSACTIONS

Effective December 1, 2021, the Company’s Board of Directors appointed Rich Berliner as the Chief Executive Officer of the Company and a member of the Board of Directors. On that date, the Company entered into an Independent Contractor Agreement, pursuant to which Mr. Berliner will serve as the Chief Executive Officer of the Company for an initial term of six months subject to automatic renewal for six months unless terminated by the Company or Mr. Berliner. Mr. Berliner will receive base compensation of $20,000 per month, paid in equal installments twice each month. Mr. Berliner is eligible to receive severance equal to three months of base compensation. The Company ~~accrued~~recorded compensation expense to Mr. Berliner of $60,000 for each of the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022 and $180,000 for each of the nine months ended September 30,~~ 2023 ~~and 2022~~.

Further, pursuant to the Independent Contractor Agreement, the Company granted to Mr. Berliner ten-year non-qualified stock options to acquire up to 504,000,000 shares of the Company’s common stock as compensation under the Independent Contractor Agreement. The options vest over a 36-month period with 84,000,000 options vesting at the end of month 6 and 14,000,000 options vesting in months 7 through the end of month 36. The options were initially exercisable at an exercise price of $0.0074 and vest 100% upon a sale of the company, as defined in the option agreement. If Mr. Berliner’s service is terminated for cause (as defined in the option agreement), the options (whether vested or unvested) shall immediately terminate and cease to be exercisable. During the year ended December 31, 2023 the Company reduced the exercise price of the options to $0.0006 per share.

Pursuant to a written consulting agreement dated May 31, 2013 and amended effective November 1, 2016, William E. Beifuss, Jr., our President, Chief Executive Officer and Acting Chief Financial Officer is to receive fees of $10,000 per month. This agreement was verbally modified to $5,000 per month starting August 1, 2023. The Company accrued compensation expense to Mr. Beifuss of $3015,000 ~~for each of the three months ended September 30, 2023~~ and ~~2022 and~~ $9030,000 for each of the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, respectively.

On December 22, 2020, the Company issued non-qualified stock options to purchase up to a total of 205,000,000 shares of our common stock to four officers, directors, and consultants of the Company. The options vest 1/36th per month and are exercisable on a cash or cashless basis for a period of five years from the date of grant, initially at an exercise price of $0.017 per share. Of these non-qualified stock options, Mr. Beifuss received 25,000,000 and Byron Elton, a member of the Board of Directors, received 5,000,000. During the year ended December 31, 2023 the Company reduced the exercise price of Mr. Beifuss’ and Mr. Eltons’s options to $0.0006 per share.

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On February 8, 2022, the Company issued non-qualified stock options to purchase up to a total of 75,000,000 shares of our common stock to Mr. Beifuss and 45,000,000 shares to a consultant. The options vest 1/36th per month and are exercisable on a cash or cashless basis for a period of ten years from the date of grant initially at an exercise price of $0.0081 per share. During the year ended December 31, 2023, the Company reduced the exercise price to $0.0006 per share.

9. COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of filing of this report, there were no pending or threatened lawsuits.

Operating Lease

As of ~~September~~March 3031, ~~2023~~2024, we had no material operating leases requiring us to recognize an operating lease liability and corresponding right-of-use asset.

Effective February 1, 2022, the Company entered into an operating lease agreement with a term of 12 months that we extended on a month-to-month basis through December 31, 2023. ~~The~~On January 1, 2024 we further extended the lease arrangement for another twelve-month term. The lease agreement required a $500 security deposit and requires a monthly lease ~~payments~~payment of $500.

For the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, the Company recognized total rental expense of $1,860 and $~~737~~1, ~~respectively. For the nine months ended September 30~~860, ~~2023 and 2022, the Company recognized operating lease cost of $5,580 and $7,594,~~ respectively.

~~Consulting~~Research ~~Agreements~~and Development Agreement

AsOn ~~further~~June ~~discussed~~6, in2023, ~~Note~~the 9,Company weengaged ~~entered~~Florida ~~into~~International anUniversity ~~Independent~~(FIU) ~~Contractor~~to ~~Agreement~~perform ~~with~~the ~~Rich~~research ~~Berliner,~~necessary ~~our~~to ~~Chief~~develop ~~Executive~~technology ~~Officer~~that will enable high-speed Internet service to be delivered from satellites directly to smartphones. Under the agreement, ~~for~~the Company is ~~payment~~to ofpay ~~monthly~~$500,000 ~~compensation~~to FIU, in four quarterly payments of $20125,000. ~~The~~due ~~agreement~~in ~~has~~July an2023, ~~initial~~October ~~term~~2023, ofJanuary ~~six~~2024, ~~months~~and March 2024. Through March 31, ~~subject~~2024 tothe ~~automatic~~full ~~renewal~~$500,000 ~~for~~had ~~six~~been paid ($250,000 paid during the three months ~~unless~~ ~~terminated~~ended byMarch 31, 2024) in accordance with the ~~Company~~terms of orthe Mragreement. ~~Berliner.~~

We have a written consulting agreement, dated May 31, 2013 and amended effective November 1, 2016, with William E. Beifuss, Jr., our President and Acting Chief Financial Officer, for the payment of monthly compensation of $10,000 per month. The agreement may be cancelled by either party with 30 days’ notice. Effective August 2023 the compensation for Mr. Beifuss was reduced to $5,000 per month.

10. SUBSEQUENT EVENTS

Management has evaluated subsequent events according to the requirements of ASC ~~TOPIC~~Topic 855, and ~~has~~noted ~~reported~~that subsequent to March 31, 2024 the ~~following:~~Company received proceeds of $65,000 in conjunction with a convertible promissory note dated March 12, 2024 that allows consideration in amount up to a $500,000 principal.

On October 4, 2023 the Company received additional consideration in the amount of $210,000 under a convertible promissory note with a lender.

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The objective of this Management’s Discussion and Analysis of Financial Condition is to allow investors to view the Company from management’s perspective, considering items that would have a material impact on future operations. Certain statements below, and elsewhere in this report, are not related to historical results, and are forward-looking statements. Forward-looking statements present our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements frequently are accompanied by such words such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms or other words and terms of similar meaning. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or timeliness of such results. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements contained herein after the date of this report. Subsequent written and oral forward-looking statements attributable to us or to persons acting in our behalf are expressly qualified in their entirety by the cautionary statements and risk factors set forth in our annual report on Form 10-K for the year ended December 31, ~~2022~~2023 filed with the SEC on March 2029, ~~2023~~2024, and in other reports filed by us with the SEC.

You should read the following description of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and accompanying notes included in this report.

Overview

~~Digital Locations,~~To ~~Inc.~~help ~~(“Digital~~connect ~~Locations”)~~a orworld (“of more than 8 billion people, the Company”) is developing a new technology that will enable high-speed Internet service to be delivered from satellites directly to smartphones. We aim to redesign the link technology between satellites and smartphones, which includes novel antenna designs, new integrated circuits, and innovative frequency management to support indoor and outdoor data connection.

On June 6, 2023, the ~~company~~Company engaged Florida International University (FIU) to perform the research necessary to develop this technology. Successful development and implementation of this technology will allow next generation smartphones, anywhere in the world, to access high-speed Internet service and benefit from remote learning, health care, government services, telework, participation in public affairs and various sources of entertainment.

In a digitally divided world of “haves and have nots”, ~~High~~high Speed Internet is usually available only in densely populated areas of the world. Much of the world is still underserved with terrestrial wireless phone and data connections. Connecting satellites directly with smartphones to receive high speed internet service is technically very challenging but represents an extraordinary business opportunity.

FIU has assembled a team of people with the background, experience and talent to perform such research. Located in Miami, the University is one of the most respected in the communications field and has an impressive facility capable of designing the tools necessary to make this research viable.

~~While this~~The research being conducted is ~~being~~related ~~done,~~the ~~there~~the ~~are~~Company’s “Satenna™” nooffering, ~~guarantees~~a breakthrough technology that itwe hope will ~~achieve~~enable ~~anything~~delivery of ~~commercial~~high-speed ~~value~~Internet orfrom ~~patentable~~satellites directly ~~concepts.~~to ~~Every effort~~smartphones isall ~~being~~over ~~made~~the toworld. ~~develop~~Through ~~technology,~~its ~~circuits~~partnership with FIU, ~~antenna~~a ~~designs~~solution ~~and~~is ~~frequency~~being ~~compatibility~~developed ~~and~~that only requires modifications on the ~~Company~~smartphone isside. ~~realistic~~This ~~about~~ breakthrough can potentially eliminate the ~~time,~~need ~~money~~to make costly and ~~effort~~time-consuming ~~necessary~~modifications ~~for~~to aexisting or ~~breakthrough~~future satellites.

~~Additionally~~While this research is under way, there are no guarantees ~~the~~that ~~Company~~it will achieve anything of commercial value or patentable concepts. Every effort is ~~continuing~~being made to ~~maintain~~develop ~~its~~technology, ~~current~~circuits, antenna ~~portfolio~~designs ofand ~~acquired~~frequency ~~smallcellsites~~compatibility toand ~~help~~the ~~meet~~Company is realistic about the ~~expected~~time, ~~demand~~money ofand ~~rapidly~~effort ~~growing 5G~~necessary ~~networks~~for a breakthrough.

~~To meet that objective~~Previously, ~~on January 7, 2021, through our wholly owned subsidiary SmallCellSite Inc. (“SCS”), we closed on~~ the ~~acquisition~~ ofCompany ~~substantially~~was ~~all~~engaged ofin the ~~assets~~ business of ~~SmallCellSite.com,~~maintaining ~~LLC~~its ~~(“SCS~~portfolio ~~LLC”), a source~~ of ~~more~~acquired ~~than~~small ~~80,000~~ cell sites ~~offered~~ byto ~~property~~help ~~owners~~meet ~~for~~the ~~use~~then-expected bydemand ~~wireless~~of ~~network~~rapidly ~~operators~~growing 5G networks. ~~The~~We ~~business~~currently receive ~~acquisition~~revenue ~~has~~from ~~been~~previously ~~accounted~~developed ~~for~~sites. asWe aare ~~purchase~~no ~~and~~longer ~~the accounts~~adding ofadditional ~~SCS~~locations ~~are~~to ~~consolidated~~this ~~with~~business ~~those~~nor ofare ~~the~~we ~~Company~~seeking more sites.

Additionally, the Company and Smartify agreed to cancel and terminate a prior Marketing Agreement as of November 9, 2023, and the Company has no plans to pursue additional business opportunities in the small cell cite space, instead focusing its efforts on its “Satenna™” project of enabling high-speed Internet service to be delivered from satellites directly to smartphones.

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Going Concern

Results of Operations

Three Months ~~and Nine Months~~ Ended ~~September~~March 3031, ~~2023~~2024 Compared to the Three Months ~~and Nine Months~~ Ended ~~September~~March 3031, ~~2022~~2023

Revenues

Revenues, all from SCS, were $~~3,393~~0 and $4,~~872~~972 for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022, respectively and $16,373 and $16,398 for the nine months ended September 30,~~ 2023 ~~and 2022~~, respectively. Monthly payments are received by the Company from wireless carriers, with the Company paying the property owner a percentage of revenues ranging from 70% to 85%. The net amount is retained by the Company as consideration for its intermediary services and recorded as revenues. During the three months ended March 31, 2024 the Company did not earn amounts from wireless carriers in excess of the amounts billed by properly owners, therefore a net $0 revenue was recorded.

General and Administrative Expenses

General and administrative expenses ~~remained~~decreased ~~consistent~~ from ~~year~~the toprior ~~year~~period, and were $~~960~~836,~~128~~596 and $~~901~~937,~~592~~860 in the three months ended ~~September 30~~March 31, ~~2023~~ 2024 and ~~2022~~2023, respectively. ~~Included~~The indecrease ~~these~~can ~~expenses~~be ismostly explained by a decrease of almost $387,000 in non-cash stock option compensation expense of ($~~749~~358,~~653~~549 and $~~752~~745,~~124~~448 for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, respectively.), Inwhich ~~the~~was ~~nine~~offset ~~months~~by ~~ended September 30~~$250,000 ~~2023~~increase ~~and 2022, general and administrative~~related ~~expenses~~to ~~were~~the ~~$2,973,055~~research and ~~$2,773,685~~development ~~respectively.~~project ~~Included~~with inFlorida ~~these~~International ~~expenses~~University isplus ~~non-cash~~an ~~stock~~increase ~~option compensation expense~~ of ~~$2,236,257 and~~approximately $277,~~241,136~~000 ~~for~~in ~~the nine months ended September 30, 2023 and 2022, respectively~~marketing expenses.

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Depreciation and Amortization Expense

Depreciation and amortization expense of $500 ~~was recorded~~ in each of the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022 and $1,500 was recorded in each of the nine months ended September 30,~~ 2023 ~~and 2022. This~~ consisted of the amortization of intangible assets acquired in the SCS LLC business acquisition.

Other Income (Expense)

Our interest expense increased to $~~369~~1,~~509~~449,100 in the three months ended ~~September~~March 3031, ~~2023~~2024 from $~~110~~75,~~426~~881 in the three months ended ~~September 30,~~March ~~2022 and increased to $498~~31,~~516~~ ~~in the nine months ended September 30,~~ 2023 ~~from $419,862 in the nine months ended September 30, 2022~~. The increase in interest expense in the current fiscal year resulted primarily from ~~new~~the ~~debt~~Company ~~being~~obtaining ~~entered~~new ~~into~~convertible ~~with~~loans ~~embedded conversion~~with ~~options~~debt ~~that~~discounts ~~resulted~~being inrecorded for the ~~recognition~~full ofloan ~~financing~~balance ~~fees~~ and ~~debt~~having ~~discounts~~to ~~that~~be ~~were being~~ amortized ~~over~~into ~~the~~interest ~~life~~expense ofin the ~~notes.~~current Inyear whereas in the prior year there was lower amortization of debt ~~discounts~~discount ~~were~~and ~~less~~accrued ~~and~~interest as there were multiple convertible notes payable ~~were~~ fully converted to common stock~~, therefore reducing interest expense~~.

We reported non-cash gains (losses) on change in derivative liabilities of $(294,~~929~~469,303) and $~~366~~1,~~516~~202,921 in the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022 respectively, and $1,025,685 and $4,556,954 in the nine months ended September 30,~~ 2023 ~~and 2022,~~ respectively. We estimate the fair value of the derivatives associated with our convertible notes payable and stock options using athe Black-Scholes pricing model and/or a multinomial lattice model based on projections of various potential future outcomes. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements, and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

WeAs ~~recognized~~there aare ~~gain~~more onconvertible ~~forgiveness~~notes ofoutstanding ~~debt~~during ~~of $6,304 in~~ the ~~nine~~current ~~months~~period ~~ended~~losses ~~September~~can ~~30,~~be ~~2022.~~recognized ~~Pursuant~~for tochanges anin ~~agreement~~inputs ~~with~~into ~~a lender,~~valuation ~~the~~models. ~~Company~~As ~~agreed to extinguish a convertible promissory note in the principal amount~~ of ~~$40~~March 31,~~000~~ ~~with four payments of $10~~2023,~~000,~~ ~~which were~~holders ~~made in the months~~ of ~~February,~~our ~~March,~~convertible ~~April~~notes ~~and~~payable ~~May~~converted ~~2022.~~most ~~Accrued~~notes ~~interest~~to ~~payable~~shares of $6our common stock,~~034~~ ~~was~~therefore we ~~forgiven~~recognized bygains on the ~~lender~~change in ~~May 2022,~~derivative ~~which~~liabilities ~~amount~~when isthe ~~reported~~related asderivative ~~other~~liabilities ~~income~~were extinguished.

Net Income

Net ~~losses~~income (loss) in the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 ~~were~~was $1(6,~~356~~755,~~673~~499) ~~and~~compared to $2193,~~431,013~~652 ~~respectively,~~in ~~compared~~the tothree ~~net~~months ~~income~~ended ofMarch ~~$641~~31,~~130~~ 2023. ~~and~~The ~~$1,384,339~~loss in the ~~three~~current ~~and~~year ~~nine~~resulted ~~months~~primarily ~~ended~~from ~~September~~the ~~30,~~increase ~~2022.~~in ~~The~~interest ~~changes~~expense ~~were~~and ~~explained~~loss ason change in derivative liabilities which were discussed above.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2023~~2024, we had total current assets of $3349,~~316~~360, comprised of cash, and total current liabilities of $19,~~052~~009,~~046~~409, resulting in a working capital deficit of $18,~~018~~960,~~730~~049.

As further discussed above, our liquidity was negatively impacted by the derivative liability balance of $8,244,819 recorded as of March 31, 2024. After considering the removal of this non-cash liability, we have $764,590 of current liabilities that will require cash repayment.

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We funded our operations during the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 from the proceeds from ~~the issuance of our Series E Preferred Stock of $440,000 and proceeds from the issuance of~~ convertible notes payable of $~~270~~475,000. We anticipate we will continue to fund our operations from this source in the short term.

Sources and Uses of Cash

During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, we used net cash of $~~707~~469,~~797~~744 in operating activities as a result of our net loss of $26,~~431~~755,~~013~~499, ~~non-cash expenses totaling $2,721,270 and increases in accounts payable of $27,344 and accrued interest, notes payable of $12,168,~~ offset by non-cash ~~gain~~expenses of $16,~~025~~254,~~685~~008 and aincreases ~~decrease~~ in accrued expenses of $131,~~881 and a decrease of $10,000 in accounts payable – related party~~747.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, we used net cash of $~~504~~180,~~309~~212 in operating activities as a result of our net income of $1193,~~384~~652,~~339,~~ non-cash expenses totaling $2818,~~659~~070,~~657,~~ and increases in accounts payable of $68,~~084,~~868 ~~accrued expenses of $620,~~ and accrued interest, notes payable of $172,~~979~~625, offset by non-cash ~~gains~~gain ~~totaling~~of $41,~~562~~202,~~988~~921 and a decrease in ~~accounts~~accrued ~~payable~~expenses ~~– related party~~ of $~~10,000~~506.

We had no cash provided by or used in investing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2023.~~2024 ~~During~~and ~~the nine months ended September 30, 2022, we used net cash of $500 in investing activities, comprised of the payment of deposits~~2023.

Net cash provided by financing activities was $~~710~~475,000 during the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, comprised of ~~$440,000 of~~ proceeds ~~from~~ ~~the issuance of Series E Preferred Stock and $270,000 in proceeds~~ from convertible notes payable.

Net cash provided by financing activities was $~~459~~172,~~605~~000 during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, comprised of proceeds from ~~convertible notes payable of $150,000 and proceeds from~~ the issuance of Series E Preferred Stock ~~of $350,000, partially offset by repayment of convertible notes payable of $40,395~~.

Historically, proceeds received from the issuance of debt and preferred stock have been sufficient to fund our current operating expenses. We estimate that we will need to raise substantial capital or financing over the next twelve months in order to explore business expansion opportunities and provide the necessary capital to meet our other general and administrative expenses. We anticipate that we will incur operating losses in the next twelve months. Our revenue is not expected to exceed our investment and operating costs in the next twelve months. Therefore, our future operations are dependent on our ability to secure additional financing. Our recent funding opportunities have been limited due to downturns in the U.S. equity and debt markets resulting from the world-wide Covid-19 pandemic. Future financing transactions, if available, may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and continued downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities.

Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences, or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we may have to curtail our marketing and development plans and possibly cease our operations.

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Our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in their early stage of operations. To address these risks, we must, among other things, seek growth opportunities through investment and acquisitions, implement and successfully execute our business strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. We cannot assure that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.

Future Impact of Covid-19

The negative impact of the Covid-19 pandemic on companies continues and we are currently unable to assess with certainty the broad effects of Covid-19 on our future business. As of September 30, 2023, the Company had no material assets or liabilities that would be subject to impairment or change in valuation due to Covid-19.

With a limited source of revenue, we are currently dependent on debt or equity financing to fund our operations and execute our business plan. We believe that the impact on capital markets of Covid-19 may make it more costly and more difficult for us to access these sources of funding.

Critical Accounting Policies

Our significant accounting policies are disclosed in Note 2 to our consolidated financial statements. The following is a summary of those accounting policies that involve significant estimates and judgment of management.

Use of Estimates

Intangible Assets

The identifiable intangible assets acquired in the SCS acquisition are amortized using the straight-line method over an estimated life of 5 years.

Derivative Liabilities

During the nine months ended September 30, 2023, the Company had the following activity in its derivative liabilities account:

	Convertible Notes Payable			Stock Options			Total
Derivative liabilities as of December 31, 2022	$	740,157		$	493,522		$	1,233,679
Addition to liabilities for new debt/shares issued		542,027			-			542,027
Elimination of liabilities in debt conversions		(30,758	)		-			(30,758	)
Change in fair value		(532,163	)		(493,522	)		(1,025,685	)
Derivative liabilities as of September 30, 2023	$	719,263		$	-		$	719,263

The significant assumptions used in the valuation of the derivative liabilities as of and during the nine months ending September 30, 2023 are as follows:

Expected life	0.25 – 2.26 years
Risk free interest rates	5.03% - 5.55	%
Expected volatility	214% - 248	%

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Fair Value of Financial Instruments

~~We measure~~● ~~certain~~Level ~~financial~~2, ~~instruments~~defined atas ~~fair~~inputs ~~value~~other onthan aquoted ~~recurring~~prices ~~basis.~~in Asactive ofmarkets ~~September~~that ~~30,~~are ~~2023,~~either wedirectly ~~had~~or noindirectly ~~liabilities~~observable ~~measured~~such ~~at fair~~as ~~value.~~quoted ~~Liabilities~~prices ~~measured~~for atsimilar ~~fair~~instruments ~~value~~in onactive amarkets ~~recurring~~or ~~basis~~quoted asprices offor ~~December~~identical ~~31,~~or ~~2022:~~similar instruments in markets that are not active; and

	Total		Level 1		Level 2		Level 3
December 31, 2022:
Derivative liabilities	$	1,233,679	$	-	$	-	$	1,233,679
Total liabilities measured at fair value	$	1,233,679	$	-	$	-	$	1,233,679
September 30, 2023:
Derivative liabilities	$	719,263	$	-	$	-	$	719,263
Total liabilities measured at fair value	$	719,263	$	-	$	-	$	719,263

●

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Revenue Recognition

We determine revenue recognition through the following steps:

	●	identification of the contract, or contracts, with a customer;
	●	identification of the performance obligations in the contract;
	●	determination of the transaction price;
	●	allocation of the transaction price to the performance obligations in the contract; and
	●	recognition of revenue when, or as, we satisfy a performance obligation.

Recently Issued Accounting Pronouncements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required by paragraph (b) of Rule 13a-15 or Rule 15d-15, as of vMarch 3031, ~~2023~~2024, our Chief Executive Officer and Acting Chief Financial Officer ~~have~~ have concluded that our disclosure controls and procedures were not effective in ensuring that information required to be disclosed by us us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Our Chief Executive Officer and Acting Chief Financial Officer also concluded that, as of ~~September~~March 3031, ~~2023~~2024, our disclosure controls and procedures were not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Acting Chief Financial Officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 1A. RISK FACTORS

There are no material changes from the risk factors previously disclosed in the Registrant’s annual report on Form 10-K filed on March 2029, ~~2023~~2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the nine months ended September 30 2023, the Company issued a total of 129,616,384 shares of common stock for the conversion of $38,750 of principal of convertible notes payable and accrued interest payable of $2,221None. In connection with the convertible debt conversions, the Company reduced derivative liabilities by $30,758. Also during the nine months ended September 30, 2023, the Company sold 4,400 shares of Series E Preferred Stock for proceeds of $440,000.

The foregoing transactions did not involve any underwriters, underwriting discounts or commissions, or any public offering. We believe that the offers, sales, and issuances of the above securities were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving any public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

On September 7, 2023, the Company entered into an Equity Financing Agreement (the “Financing Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS Investments, LLC (“GHS”)None. Under the terms of the Financing Agreement, GHS has agreed to provide the Company with up to $10,000,000 of funding upon effectiveness of a registration statement on Form S-1. Following effectiveness of the registration statement, the Company shall have the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed two hundred percent (200%) of the average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each put share shall be equal to ninety-two- and one-half percent (92.5%) of the lowest traded price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is delivered to GHS and one hundred twelve and one-half percent (112.5%) of the put amount shall be delivered in shares in each particular put. No put will be made in an amount greater than $500,000. Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of $10,000,000 worth of put shares. The Company has engaged Icon Capital Group, LLC as placement agent for the transaction.

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ITEM 6. EXHIBITS

Exhibit Number		Description
10.19		Agreement between Digital Locations Inc. and The Florida International University Board of Trustees dated June 6, 2023 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 6, 2023)
31.1*		Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.
31.2*		Certification of Acting Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.
32.1*		Certification of Chief Executive Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350.
32.2*		Certification of Acting Chief Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Barbara, State of California, on ~~November~~May 210, ~~2023~~2024.

	DIGITAL LOCATIONS, INC.

	By:	/s/ Rich Berliner
		Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ William E. Beifuss, Jr.
		Acting Chief Financial Officer
		(Principal Financial/Accounting Officer)

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